UNDERWRITING AGREEMENTUnderwriting Agreement • November 17th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • New York
The undersigned, Signing Day Sports, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters, if any, named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
COMMON STOCK PURCHASE AGREEMENT Dated as of January 5, 2024 by and between SIGNING DAY SPORTS, INC. and TUMIM STONE CAPITAL LLCCommon Stock Purchase Agreement • January 8th, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of January 5, 2024 (this “Agreement”), by and between Tumim Stone Capital LLC, a Delaware limited liability company (the “Investor”), and Signing Day Sports, Inc., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 8th, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 5, 2024, is by and between Tumim Stone Capital LLC, a Delaware limited liability company (the “Investor”), and Signing Day Sports, Inc., a Delaware corporation (the “Company”).
ContractSigning Day Sports, Inc. • May 15th, 2023 • Services-computer processing & data preparation • New York
THESE WARRANTS AND ANY SHARES ACQUIRED UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE WARRANTS AND SUCH SHARES AND ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE WARRANTS AND SUCH SHARES MAY NOT BE EXERCISED OR TRANSFERRED EXCEPT UPON THE CONDITIONS SPECIFIED IN THIS WARRANT CERTIFICATE, AND NO EXERCISE OR TRANSFER OF THESE WARRANTS OR TRANSFER OF SUCH SHARES SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH CONDITIONS SHALL HAVE BEEN COMPLIED WITH.
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This Settlement Agreement and Release (this “Release”) is made and entered into as of May 17, 2022 (the “Effective Date”), between the Joshua A. Donaldson Revocable Trust, Joshua Donaldson, an individual, his spouse _________________________, to the extent of such spouse’s community property interest, if any (collectively, “Shareholder”), Signing Day Sports, LLC, an Arizona limited liability company (“SDS LLC”), Signing Day Sports Baseball, LLC, an Arizona limited liability company (“SDSB LLC”), Signing Day Sports Football, LLC, an Arizona limited liability company (“SDSF LLC”) and Signing Day Sports, Inc., a Delaware corporation (“SDS Inc.”, and, together with SDS LLC, SDSB LLC, and SDSF LLC, “SDS”). SDS and Shareholder are sometimes hereinafter referred to each as a “Party,” and collectively, the “Parties.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
INDEMNIFICATION AGREEMENT (this “Agreement”), dated _________, by and between Signing Day Sports, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Indemnitee”).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 1st, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of _______________ (the “Grant Date”) by and between Signing Day Sports, Inc., a Delaware corporation (the “Company”), and ______________ (the “Grantee”).
STOCK OPTION AGREEMENTStock Option Agreement • March 1st, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This Stock Option Agreement (this “Agreement”) is made and entered into as of the Grant Date specified below by and between Signing Day Sports, Inc., a Delaware corporation (the “Company”), and the participant named below (the “Participant”).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 1st, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into as of _______________ (the “Grant Date”) by and between Signing Day Sports, Inc., a Delaware corporation (the “Company”), and ______________ (the “Grantee”).
COMMON STOCK PURCHASE WARRANT SIGNING DAY SPORTS, INC.Signing Day Sports, Inc. • May 15th, 2023 • Services-computer processing & data preparation • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or any registered assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time following the Issue Date (the “Initial Exercise Date”) and on or prior to the close of business on __________, 2028,1 subject to the provisions of Section 2 below (the “Termination Date”) but not thereafter, to subscribe for and purchase from Signing Day Sports, Inc., a Delaware corporation (the “Company”), up to ______________ shares of Common Stock (the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be $2.50.
REPRESENTATIVE’S WARRANTUnderwriting Agreement • November 17th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS PROVIDED HEREIN AND IN THE UNDERWRITING AGREEMENT BETWEEN BOUSTEAD SECURITIES, LLC (“BOUSTEAD”) AND SIGNING DAY SPORTS, INC., DATED AS OF NOVEMBER 13, 2023 (THE “UNDERWRITING AGREEMENT”), AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING NOVEMBER 13, 2023 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) BOUSTEAD OR A MEMBER OF THE FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC. (“FINRA”) PARTICIPATING IN THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER OF SUCH OFFERING AS CONSIDERATION (THE “OFFERING”), OR (II) AN OFFICER, PARTNER, REGISTERED PERSON OR AFFILIATE OF BOUSTEAD, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, THE UNDERWRITING AGREEMENT, A
ContractSubscription Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
THE SECURITIES TO BE ISSUED PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED THEREUNDER OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENTAnd Inventions Assignment Agreement • November 29th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
In consideration of my employment or continued employment by Signing Day Sports, Inc., a Delaware corporation (“Company”), and the compensation being paid or to be paid to me during my employment with Company, I agree to the terms of this Agreement as follows:
STANDARD MULTI-TENANT OFFICE LEASE - GROSSMulti-Tenant Office Lease • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 29th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This executive employment agreement (the “Agreement”) is made and entered into as of November 22, 2023 (the “Effective Date”) by and between Signing Day Sports, Inc., a Delaware corporation with an office at 8355 East Hartford Drive, Suite 100, Scottsdale, AZ 85255 (“SDS” or the “Company”), and David O’Hara, an individual (“Executive”). SDS and Executive are referred to herein from time to time on a collective basis as the “Parties” and each on an individual basis as a “Party.” This Agreement amends, restates and supersedes the Amended and Restated Employment Offer Letter, dated March 14, 2023, between Executive and the Company (the “Original Agreement”).
WORK FOR HIRE AGREEMENT - ACKNOWLEDGEMENT AND ASSIGNMENTWork for Hire Agreement • June 30th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation
This Work for Hire Agreement - Acknowledgement and Assignment (the “Agreement”) is entered into this 6th day of December, 2022 (the “Effective Date”) by and between Signing Day Sports, (“Client”) and Midwestern Interactive, LLC, a Missouri limited liability company (“Embedded Contractor”).
SHAREHOLDER AGREEMENTShareholder Agreement • June 30th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This SHAREHOLDER AGREEMENT (“Agreement”), effective as of May 17, 2022 (the “Effective Date”), is entered into by and among the shareholders set forth on Exhibit A (the “Shareholders”), and Signing Day Sports, Inc., a Delaware corporation (the “Company”) with respect to the following:
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This Settlement Agreement and Release (this “Release”) is made and entered into as of April 26, 2022 (the “Effective Date”), between Zone Right, LLC, Glen Kim, and his spouse, Jessica Lee, to the extent of such spouse’s community property interest, if any (together, “Shareholder”), Signing Day Sports, LLC, an Arizona limited liability company (“SDS LLC”), Signing Day Sports Baseball, LLC, an Arizona limited liability company (“SDSB LLC”), Signing Day Sports Football, LLC, an Arizona limited liability company (“SDSF LLC”) and Signing Day Sports, Inc., a Delaware corporation (“SDS Inc.”, and, together with SDS LLC, SDSB LLC, and SDSF LLC, “SDS”). SDS and Shareholder are sometimes hereinafter referred to as each, a “Party,” and collectively, the “Parties.”
SUBSCRIPTION AGREEMENT (This “Agreement”)Subscription Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Arizona
Subscription. The undersigned (sometimes referred to herein as the “Investor”) hereby subscribes for and agrees to purchase the principal amount of the Units (as defined below) of Signing Day Sports, Inc., a Delaware corporation (the “Company”), for the purchase price (the “Purchase Price”) set forth on the signature page hereto (collectively, the “Offering Documents”). Terms not defined herein are as defined in the Offering Documents. The Company is seeking to raise, through a private placement of the Units pursuant to Rule 506(b) promulgated under the Securities Act of 1933, as amended, up to $1,000,000 (the “Maximum Offering Amount”) in this Offering. Boustead and the Company, in their sole discretion, may accept subscriptions in excess of the Maximum Offering Amount. The minimum amount of investment required from any one subscriber to participate in this Offering is $25,000, however, the Company reserves the right, in its sole discretion, to accept subscriptions less than this amou
INVESTOR RIGHTS AND LOCK-UP AGREEMENTRights and Lock-Up Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This INVESTOR RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of , 2021 by and among SIGNING DAY SPORTS, INC., a Delaware corporation (the “Company”) and the investor on the signature page hereto.
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Arizona
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”), dated as of August 8/9/2021, 2021, is by and between the purchaser listed on Exhibit A attached to this Agreement (the “Purchaser”) and SIGNING DAY SPORTS, LLC, a Arizona limited liability company having its principal office at 7272 E. Indian School Road, Ste 101, Scottsdale, Arizona 85251 (the “Company”). The Company’s Amended and Restated Operating Agreement, as substantially set forth on Exhibit B to this Agreement (collectively, the “Operating Agreement”).
January 13, 2022Signing Day Sports, Inc. • May 15th, 2023 • Services-computer processing & data preparation
We are delighted to enter into this Offer Letter (the “Agreement”) to memorialize the terms under which you will continue to serve as Chief Executive Officer of Signing Day Sports, Inc. (the “Company”).
Via [email, mail or courier] [Consultant or Vendor Name] [Consultant Address] Re: Service Provider Agreement Dear [Consultant or Vendor First Name]:Signing Day Sports, Inc. • May 15th, 2023 • Services-computer processing & data preparation • Arizona
This engagement letter (this “Agreement”) sets forth the terms and conditions pertaining to the retention of [name of Consultant or Vendor] (“Service Provider”, “you”, and “your”) by Signing Day Sports, Inc. (“SDS,” the “Company,” “we,” “us,” and “our”) as a [consultant or vendor] and the provision of Services (as defined below) by you to us.
AMENDMENT NO. 1 TO SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • April 17th, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Missouri
THIS AMENDMENT NO. 1 TO SETTLEMENT AGREEMENT AND GENERAL RELEASE (hereinafter “Amendment No. 1”) is made by and between Signing Day Sports, Inc., a Delaware corporation (hereinafter “SDS”) and Midwestern Interactive, LLC, a Missouri limited liability company (“Midwestern Interactive”) as of April, 11, 2024 (the “Amendment Effective Date”). SDS and Midwestern Interactive may be referred to in this Agreement each as a “Party” or collectively referred to as the “Parties.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 26th, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of April 23, 2024, by and between Signing Day Sports, Inc., a Delaware corporation (the “Company”), and Craig Smith, an individual (“Executive”). Each of the Company and Executive are sometimes referred to in this Agreement individually as a “Party” and, collectively, as the “Parties.”
EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENTAnd Inventions Assignment Agreement • April 11th, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
In consideration of my employment or continued employment by Signing Day Sports, Inc., a Delaware corporation (“Company”), and the compensation being paid or to be paid to me during my employment with Company, I agree to the terms of this Agreement as follows:
CANCELLATION AND EXCHANGE AGREEMENTCancellation and Exchange Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation
THIS CANCELLATION AGREEMENT (this “Agreement”) is made and entered into as of _______________ (the “Effective Date”), by and among Signing Day Sports, Inc., a Delaware corporation (the “Company”), and the undersigned holder of the SAFE (as defined below) set forth on the signature page (the “Holder” and, together with the Company, the “Parties”).
AMENDMENT TO CONVERTIBLE UNSECURED NOTEConvertible Unsecured Note • August 31st, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation
This AMENDMENT TO CONVERTIBLE UNSECURED NOTE (this “Amendment”) is made and entered into as of August 7, 2023, by and among Signing Day Sports, Inc., a Delaware corporation (the “Maker”) and the holders of the Note (as defined below) who are executing this Amendment on the signature pages hereto (each such holder, a “Holder” and, collectively, the “Holders”).
ContractSettlement Agreement and Release • December 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Missouri
WORK FOR HIRE AGREEMENT - ACKNOWLEDGEMENT AND ASSIGNMENTWork for Hire Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation
This Work for Hire Agreement - Acknowledgement and Assignment (the “Agreement”) is entered into this 17th day of August, 2022 (the “Effective Date”) by and between Signing Day Sports (“Client”) and Midwestern Interactive, LLC, a Missouri limited liability company (“Developer”).
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
This Settlement Agreement and Release (this “Release”) is made and entered into as of May 2, 2022 (the “Effective Date”), between Midwestern Interactive, LLC (“Shareholder”), Signing Day Sports, LLC, an Arizona limited liability company (“SDS LLC”), Signing Day Sports Baseball, LLC, an Arizona limited liability company (“SDSB LLC”), Signing Day Sports Football, LLC, an Arizona limited liability company (“SDSF LLC”) and Signing Day Sports, Inc., a Delaware corporation (“SDS Inc.”, and, together with SDS LLC, SDSB LLC, and SDSF LLC, “SDS”). SDS and Shareholder are sometimes hereinafter referred to as each, a “Party,” and collectively, the “Parties.”
FIRST AMENDMENT TO LEASEWork Letter Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Arizona
This First Amendment to Lease (the “Amendment”) is dated for reference purposes as April 1, 2023, and is made and entered into by and between M4 PERIMETER, LLC, an Arizona limited liability company (’‘Landlord’’), and SIGNING DAY SPORTS, INC, a Delaware corporation (incorrectly identified as an Arizona corporation in that certain Office Lease) (“Tenant”), with reference to the following recitals of fact:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 11th, 2024 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Delaware
EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of April 9, 2024, by and between Signing Day Sports, Inc., a Delaware corporation(the “Company”), and Jeffry Hecklinski, an individual (“Executive”). Each of the Company and Executive are sometimes referred to in this Agreement individually as a “Party” and, collectively, as the “Parties.” This Agreement amends, restates and supersedes the Employment Offer Letter, dated March 7, 2023, between Executive and the Company (the “Original Agreement”).
SIGNING DAY SPORTS INC. RESTRICTED STOCK AWARD AGREEMENT (Vendor or Consultant)Restricted Stock Award Agreement • May 15th, 2023 • Signing Day Sports, Inc. • Services-computer processing & data preparation • Arizona
THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is entered into this ______ day of ______________ (the “Effective Date”) by and between Signing Day Sports, Inc. (the “Company”), which is a Delaware corporation, and _______________________________ (the “Grantee”), [an individual or, if a company, list organizational form and the state under whose laws it is formed]. The Company and Grantee are also referred to from time to time herein collectively as the “Parties” and each individually as a “Party.”
Signing Day Sports, Inc. Warrant To Purchase Common StockSigning Day Sports, Inc. • March 29th, 2024 • Services-computer processing & data preparation • New York
Signing Day Sports, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Boustead Securities, LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, common stock of the Company, par value $0.0001 per share (“Common Stock”) (including any Warrants to purchase shares issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date hereof, to the extent permitted by the applicable SEC and FINRA rules, but not after 11:59 p.m., Eastern Time, on the Expiration Date (as defined below), [ ] ([ ]) (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (the “Warrant Shares”).
